NGTF 8-K
NightFood Holdings, Inc. (NGTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 19, 2025, the articles of incorporation (the “Articles of Incorporation”) of Nightfood Holdings, Inc. (“NGTF” or the “Company”) was amended (the “Amended Articles”), the Amended Articles increased the authorized shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 200,000,000 to 900,000,000.
NGTF’s board of directors unanimously approved the Amended Articles. The Amended Articles was also approved by the affirmative vote of majority stockholder of the Series A Super Voting Preferred Stock entitling it to a majority of the voting power. The forgoing description of the Amended Articles Stock is qualified in its entirety by reference to the Amended Articles, which is filed as Exhibits 3.1 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 3.1 | Amendment to the Articles of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 19, 2025
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
Exhibit 3.1
